Rise of Nox
by LordNox
Summary: When Twilight finds out she is the long lost descendent of Hydram, an Alicorn named Nox Necro awakes from his forced slumber and begins to take revenge on Celestia
1. Realizations

Chapter One

In the corner of the Starswirl the Bearded wing of the Canterlot Library sits a dusty book with a picture of an alicorn on the cover. The alicorn is all black with dark blue hair and above him sits the title of the book The Rise and Fall of Nox.  It is with this book that our story begins.

"Hey Twilight, I found a spell that allows you to go back in time!" shouts Pinkie Pie from across the room. Twilight ran over to see if this would maybe avert the disaster from the incoming day. As soon as Twilight leaves to the past, Spike makes a huge discovery, except it didn't seem that big at the time. "Hey Pinkie," he shouted to her. "Have you ever heard of an alicorn named Nox?"

"No," Pinkie shouted back happily. "But I'm sure Twilight has. You should ask her." Spike looked back down at the book and tried to remember if they had it back at the Ponyville Library. Finding that he had no memory of it, he pocketed the book as a gift to Twilight. Had he shown it to her on that Tuesday, disaster might have been averted.

That next morning when Twilight got up she saw a shiny new package on her bed stand. Wondering what it was she undid the ribbon and saw the dusty book, except now it looked brand new. "Spike, would you please get up here." She yelled downstairs. The sound of hurried footsteps running up the stairs greeted her, and so she asked her second question. "Where did you get this book, Spike?"

"Oh that? I picked it up from the Starswirl the Bearded wing while you were in the past. Do you like it?"

"Do you mean to tell me that you stole a book from a library?"

"Yes"

"SPIKE!"

"But you don't have it in your library, and I thought it was a book you never read before! So I just"

"Don't give me an I Just excuse young man!"

"I am not a man, I am a dragon. And I am certainly not your son! Goodbye!" And with that Spike ran crying out the door slamming it behind him. Twilight, also crying looked down at the book on the ground. " I didn't mean to make him run away, he just did! It's not my fault! Is it?" The book just sat there. Twilight stared at it some more before she finally realized what the nagging feeling was. "Wow, I have never read you before. And I got all over poor Spikes case about stealing from a library." Poor Spike, at the time, was being served hot chocolate in Rarity's house, while Rarity listened sympathetically to Spike's story.

Twilight looked down at the book at her feet. The picture of Nox seemed to flash at her. "Well," she said. "There is no history book that I have not read, and this is no exception!" With that Twilight sat down and began to read.

"Chapter One, the Rise Of Nox, as well as other forgotten or lost alicorns," Twilight sat up looking confused. "Other Alicorns? I thought there were only three?" Turning back to the book Twilight realized the picture of Nox really was flashing at her. "What the…" In a huge flash of light a massive stallion was standing in front of her.

"Starswirl the Bearded! How, what, but, How are you here?!" Twilight screamed at the legendary unicorn in front of her. "I thought you were dead!"

"This is not actually I, reader, but a replica of me created by bending light magic. But that is not important! What is important is that you get rid of this book before something happens!"

"What do you mean?" Twilight asked. "What could possibly happen if I don't throw a way this book?"

Starswirl looked down at her. "You are as stubborn as I was. This book contains a part of Nox's essence. It was said that if a pony who was descended from Hydram opened this book, Nox would finally be able to wake from his sleep and pursue his goals."

"Hydram? Who is Hydram?" Twilight started to flip through the book when she saw it. Right smack dab in the middle of the book, covering the entire page, was a picture of an alicorn who seemed to be made up of water. She felt a chill through her body as she realized that she knew who this stallion was. "But that is impossible," she told Starswirl. "This picture was hanging in my parents den back in Canterlot! When I asked them about it they said it was just an old mare's tale. But if he was actually real, and I'm actually descended from him, does that mean Celestia is my great, I don't know how many greats aunt?"

"Yes child, as was she mine. This is why you have incredible magical abilities, like I, and why the princess was so willing for you to join her academy. She was silently watching you, and your family, since you were born. You see it was stated in a prophecy that one day a purple unicorn with incredible magic abilities would rise up and defeat Nox. When the princess saw this prophecy she immediately burned it in a hope to not start a public fear. You see, Nox is the alicorn of darkness and death. His full name, Nox Necro, means exactly that, dark death. For years he ruled the Underworld, the place where dead ponies go, in peace but then when his sister, Lumis Bioland, got married to Universia, a gave birth to Luna and Celestia, he got angry. He and his sister had made a pact in which to never have kids, and since she disobeyed that, he took revenge. All the disasters of the world, Discord, the Changlings, etc. etc., have all been created from him. And I fear now that you have opened this book, and once he has fully awoken, he will let loose his full wrath on Equestria, maybe even obliterating it forever."

Twilight looked up at this stallion with a newfound respect. She looked out the window and saw the restful sleeping community of Ponyville. She realized that she could have just sealed all the ponies in Equestria's fate. And that that fate wasn't very good at all. "But sir, she said, if a group of ponies using the Elements of Harmony attacked Nox, could they put him back into submission."

"Possibly, but you would need an even greater power than that, descendent of Hydram. You would need the power of Lumis and Universia combined to defeat Nox. And the only way to contact them is through the portal of Photrollo, the Portal to the sun. This portal is located in the undersea palace of the great Hydram, off the coast of Manehatten. How you will reach it alive, I do not know, but you would need the help of Princess Luna. Oh and while your down there, say hi to dad for me." And with that Starswirl vanished in a cloud of smoke.

"Wait if his dad is my ancestor, does that mean I am related to the Great Starswirl the Bearded," Twilight exclaimed out loud in a state of shock. "Wait till I tell the Princess! Isn't this great Spike?" Twilight suddenly remembered what had happened earlier that day. "Oh Spike, I'm so sorry. Well I'll make it up to him! He can have as much ice cream as wants!" And with that Twilight marched out the door to find Spike.

"Spike what were you doing at Rarity's? And where did you get that huge bowl of ice cream?"

"Uhhhhh"

"Never mind that I have something really exciting to tell you!" Twilight quickly related the past events of that morning. "And so I need you to look after the library while I'm gone with the girls on this quest! Could you do that for me?" Twilight looked at him with such a huge dose of puppy eyes that Spike had to give in. "Sure Twilight, I'll watch the library for you."

"That's great! Girls are you coming along." By now the word of Twilights freak out over Spike about a library book had become the laughing stock of the town and the Mane Six were all at Rarity's house listening to Spike recount his tale.

"Duh!"

"Of Course!"

"Certainly."

"Okee Dokee Lokee!"

"Oh my goodness, I'm not so sure Twilight." Fluttershy mumbled. "The last adventure I went on with you, I just slowed you guys down." Everybody looked at her like she was crazy, since it had been Fluttershy who had convinced the dragon to leave Equestria. Finally Rainbowdash spoke up. "Well we might need you to calm some wild sea horses, Fluttershy." "Wild Sea Horses? But I thought they were ledged! Oh my goodness, Oh my goodness, Oh my goodness! Of course I'll come!"

"Great, everybody meat back here in one hour so we can make the Friendship Express to Canterlot." And with that the girls dispersed. Spike was left on the front porch groaning, having eaten too much ice cream and candy. Twilight looked down at him in disgust than picked him up with her magic and carried him home. Soon all the ponies were assembled at the loading platform of the Friendship Express waving goodbye to all of Ponyville. There was a surprisingly good turnout to wave them off considering they could have possibly just ended all of Equestria.

"And to think Twilight. We owe all of this to you having to stop time to save us from a disaster," laughed Applejack. "Well, actually, I think we owe this to Spike who could have just killed the world by stealing that library book."

Soon they boarded and were off to go meet Princess Celestia and Princess Luna. Little did they know that their journey might be harder than they expected, even just getting to Canterlot. Because as soon as they were off, the picture of Nox ripped off from the book and sank into the ground. That picture was the last physical remaing part of Nox, and it was beginning its journey home. The 24-hour clock had started ticking.


	2. The Journey

Chapter Two

As soon as the picture touched the ground a huge tremor shook the ground. Plates broke, quills flew everywhere, and books fell onto the ground. In Sugar Cube Corner, pies and cakes were flying everywhere and the finished MMMM cake toppled to the floor in a huge heap. The Cakes both screamed in anguish over the product that had taken years to build. On the tracks, the tremor actually made the train derail and fall on its side. The Mane Six ended up lying in one huge pile on top of Rarity.

"Ouch my head," Applejack said. "What hit us?"

"I don't know Applejack," Twilight replied shaking her head in disbelief. "But I believe that it had something to do with Nox."

"WOULD YOU PONIES GET OFF MY MANE! IT IS A DISASTER ALREADY AND YOU PONIES KEEP TRAMPLING IT!" Shocked all the Mane Six stumbled off of Rarity's mane. "I'm sorry you guys, I didn't mean to scream. But we left in such a hurry that I couldn't pack my fashion accessories and I can't just go into Canterlot looking like a slob." With that the ponies burst into laughter until they remembered what they were. Far far away in Canterlot, the tremor hit the statues and the statue of Discord shook violently. It didn't break but Discord's brain started working again, and he started to wreck chaos-from inside of a rock.

"Woooohooo! Chocolate rain clouds!" Pinkie Pie jumped out a window and started drinking it all up "You never told me are adventure would be this much fun Twilight! Do the clouds taste like Cotton Candy, too!"

"Oh no! The last time there were chocolate rain clouds…" Twilight stopped her sentence as all the other ponies looked at her, their faces mirroring the same fright as hers.

"You don't think that?"

"Yes I do." And with that Twilight hopped out and started cantering her way to the princess. Promptly all the roads turned to ice and she fell over on her face. Pinkie Pie, still thinking it was all a joke, hopped out and started ice skating and doing tricks on the road.

"But Twilight darling, I thought we defeated Discord already." Rarity complained. "And I really don't want to bring up my affection towards that one measly stone."

"I thought we did too. But Starswirl the Bearded told me that Nox created Discord and I think that Nox caused the earthquake that we just felt too. So basically what I'm saying is that all of our past problems that we had to defeat are going to be coming back in full force. Even though I went back into the past for the second time to warn myself that there would be no disaster, a disaster is coming." With that the ponies strapped on their ice skates (Pinkie always brought along Six pairs of ice skates for the chance that such an occasion would happen) and started to skate at top speed towards Canterlot.

It went wrong almost immediately. First, since the Canterlot is on a mountain the ponies kept sliding backwards. Second, long legged rabbits kept appearing and trampling them, and the soon disappearing again. Third, Pinkie was shooting her party cannon at these rabbits, sprinkling confetti and streamers everywhere. Twilight could almost hear Nox laughing at them, although according to Starswirl Nox wouldn't fully appear for 24 hours. Granted it was hard to tell the time seeing as day and night kept switching every five minutes.

"Alright everypony let's call it a day on skating and start walking." Twilight exclaimed after ten minutes of going nowhere on the ice. Even Pinkie Pie with her full out awesome skating skills could not manage to go more than five feet without slipping helplessly backwards. "Maybe we can get closer to Canterlot if we don't go on this road."

"But the dirt will get my hooves so…" Rarity stopped talking when she saw how much everypony else did not care. "Well I never! Just because everypony in this entire world, except me, does not care how their mane looks, does not mean that you should look down on me."

"We are not looking down on you sugar cube. We just need to get to Canterlot really urgently right now." Applejack tried to calm Rarity's nerves. It worked, gratefully, and so the ponies cantered upwards along the mountain. Soon night came and the ponies dropped down exhausted from their one hundred mini-day and night journey up the mountain. They could not get much sleep, though because of the rapidly switching light. All the ponies woke up when they heard Fluttershy scream.

"What is it?" Rainbowdash asked her groggily, having slept with huge nightmares of really boring history books eating her alive.

"Th-th-that thing it's so h-h-huge." Fluttershy was looking at what appeared to be a real living alicorn, but was actually only the spirit of one. The spirit looked down at them in disgust and then began to speak.

"I am Acertium. I have come from the kingdom of Nox with a warning from my master. It is 'Should you ponies with your wimpy elements of harmony powers so chose to continue on your foolish quest to stop me, I have no choice but to unleash my full powers upon you. Already I am coming back to full health, and even Universia himself could not stop me. Granted my full power will not be restored for another 18 hours, but I still have the strength to wipe Ponyville off the map. Please take this as a fair warning and LEAVE BEFORE I KILL YOU.' Please ponies I have seen my master when he gets angry. It's not pretty for the person he's angry at. But if you do continue on with your quest, bring Princess Luna along, but not Celestia. Nox will kill you even if you mention her. But he feels for Princess Luna and the trials she's been through. Good day ponies and I pray you follow my master's words." And with that the gigantic stallion disappeared.

"Oh my goodness, maybe we better do what he says and go home Twilight."

"Are you kidding? I bet I could take on Nox and all of his servants and win." Rainbowdash boasted trying to not make Fluttershy so afraid. "Besides he was just a wisp of smoke. Pinkie Pie's party cannon could take him on and win. What's the worst he can do? Blow wind at us? I bet I could put a raincloud over his head and poof he would be gone."

"As much as I hope your right Rainbow, I fear that he may be more of a problem than just that." Twilight reasoned. "But our main priority right now is to get to Canterlot and talk to the Princess. And if another problem happens I am going to scream!" With that she started walking forward a bit until Pinkie said, "Oh no my Pinkie sense." Twilight happened to walk into a ditch five seconds later.

"ERRRRARGHHHHHHHH" yelled Twilight in frustration. The sound of her scream echoed across the faces of the mountains, and seemingly increasing in sound instead of decreasing. When it reached the city of Canterlot it sounded like fifty dragons bellowing all at once. People screamed and ducked for cover, while others looked at Princess Celestia for guidance. The Princess had been touring the city with Fancypants when the bellow was issued and she immediately tried to calm everyone down by saying that it was nothing to be concerned about. When the sounds died away and no more were issued everybody went back to business. Princess Celestia, however, excused herself from her meeting with Fancypants and teleported to the spot where the sound was issued.

"Twilight? How did you make such a loud noise?"

"Oh princess it wasn't that loud. For some reason it got louder as it echoed." Fluttershy mumbled, trying to be helpful.

"Okay, but why are you girls up here? And why is the road ice? Is Discord coming loose again because I checked five seconds ago and he was still a statue."

"Princess as you well know, I being a descendent of Hydram opened the book in which you placed the last remaining physical piece of Nox." Briefly Twilight summarized all that had happened starting with Spike finding the book all the way to the present. When she had finished the Princess looked shocked-so shocked she had to sit down.

"Nox was one of the first three alicorns in the world. He ruled darkness and death. When Lumis and Universia, my mom and dad, got married and had me for a child, and then Luna, he got angry. So angry in fact that he started causing major catastrophes into the world, like Discord. Then he crossed an unthinkable barrier. He started letting the dead into the world, but not peacefully. He roused them up in one great army and let them loose inside of Equestria. I had to call upon every single pony, colt, mare, and even filly to battle them. Nox was leading a massive assault on Canterlot, and was letting nothing get in his way."

"Finally he arrived in the city, and destroyed it. It was only when he reached the palace's front gates that we were able to defeat his forces by bottlenecking them in the small foyer. But then Nox unleashed his full power. He singlehandedly defeated every single pony in the room. Bodies were strewn about everywhere. There is still some blood left on the walls from that terrible day. He approached me and asked for my surrender. I declined. He hit me with a wave of dark power so strong I crumpled. But then something amazing happened. My mom and dad appeared and started battling him. Even then it looked like he was going to win. Universia had collapsed beside me so it was Lumis against him. Fortunately, Nox was so tired from his attack that my mom was able to gain the upper hand. When she had him pinned to the ground she muttered a few words, and he looked up at her with something almost like sorrow. But then he saw me and started thrashing. My mom cast a huge sleep spell on him and he has been resting ever since."

"Well now that you have your backstory on Nox let's go see Luna about your travel plans." And with that she gathered up the ponies and teleported off to go convince Luna about going on a seemingly impossible quest. And the fate of Equestria was on the line.


	3. Changlings and Pegasi

Chapter Three

"NO!" Shouted Princess Luna when they made their request. "I am not putting my life on the line for some quest that you will never complete." With that she stomped off to her room. All the ponies looked helplessly at Princess Celestia who said, "I'll go talk to her. You will find food for your trip in the kitchen, and Rarity your fashion supplies are up in the room you stayed in when you were here." With that Celestia flew up the stairs to try and go convince her sister.

"Well I'm glad somepony else cares for how they look." Rarity stated, still pretty miffed about the fact that everypony had laughed at her sense in fashion. She went off to collect her things, when a huge boom shook the entire castle. Black smoke issued from Luna's room. Luna stumbled out, in a state of shock, and promptly collapsed.

"Princess Luna! What happened?" screamed Twilight as soon as the princess had regained consciousness. The Mane Six had searched every bit of the castle and could not find Princess Celestia.

"He w-w-was too strong for me. He took Celestia."

"What? Come on your not making any since."

"Okay. When Celestia entered my room, a dark pu-pu-pulsating appeared in the floor. It grew larger and larger until in covered the entire bottom of the room. A gigantic alicorn popped out and blasted Celestia with some sort of spell. She instantly fainted, and then he dragged her away. The alicorn was N-N-Nox. I recognized him from the great duel of Canterlot. As soon as he had Celestia, he dove down the hole and everything disappeared. I tried shooting him with energy, but he was gone and the blast rebounded and hit me."

"Twilight Sparkle I hope you let me come with you on your quest to stop Nox"

"Of course, princess. We need all the help we can get. Do you know where Hydram's kingdom is?"

"Big bro? Duh, I know where he lives. But getting there may be a problem. See Nox took Celestia right? So he must be tracking us and thinking of new ways to slow us down. I think we need to go to Manehatten by flying chariot as to not be close to Nox's territory."

"Okay, do you need to pack anything before we go?"

"NO!" And with that the ponies started off, having the royal guard fly them to Manehatten. It was only when they were up inside of the clouds that Princess Luna finally relaxed and settled down inside of the chariot. Twilight looked out around the chariot. They were surrounded in gray making visibility impossible. But then she saw something darker moving in the distance. It separated into many dark objects and they all seemed to be moving towards the chariots. Suddenly, blood spurted from the guard horses' necks. Luna looked down at them and screamed, "WHAT HAPPENED!" But even she had no way of knowing that Nox can make any pony bleed just by looking at them. She also had no way of knowing that they were heading straight into a trap. No way of knowing, of course, until the first ghost pegasi soared out of the cloud, spear strapped on his back.

More pegasi soared out of the clouds, equipped with spears, knives, energy blasters, and even a few antimatter ray guns.

"This isn't right. Those guns were under lock and key at the Appleloosa secret technology facility."

"There's a secret facility in Appleloosa? Does anypony know about this?" Applejack asked Luna, but the princess had clammed up, like she had said to much. Twilight tried blasting the pegasi on the chariot with a huge magical beam, but he deflected it with his spear. Rainbowdash looked at him like she was remembering something, and then she said," Commander Hurricane? Why are you working for Nox?" The co-founder of Equestria looked down at her in disgust and flicked out his spear. A huge gash formed in Rainbowdash's side.

"I have a message from Nox. 'When you land in Manehatten, I shall have no choice but to wreak havoc upon it. Please surrender to my troops now, and save me the trouble of killing you later.' So if you ponies would be so kind get in _our_ chariot, we might spare Equestria."

"NEVER!" shouted Princess Luna, but they had forgotten about their chariots' drivers. Suddenly the chariots plummeted as every single driver died from loss of blood. Princess Luna, Rainbowdash, and Fluttershy all dived at breakneck speed and managed to get their friends before they crashed and died on the ground. The remains of the chariot plummeted and smashed on the ground below. "Ahhhhhhh! My fashion accessories! Whatever will I do without them!" With that Rarity burst into tears, causing Fluttershy to almost drop her.

"Get in the chariot NOW!"

"NO!"

And then suddenly the world became very dark. All the ponies looked at Luna, but she looked helplessly at them, and they knew what was going on. "Ah, my master grows very restless. In fact he just told me to tell you, that Ponyville has around 10 seconds to live."

"No not Ponyville!" And with that the Mane Six jumped into the chariot, leaving only Luna not moving.

"Come on Luna, he's going to destroy Ponyville."

"He's bluffing."

"I don't care if he is bluffing; the fate of Ponyville is on the line!"

"I'm not moving until I see some proof that this creep is who he says he is."

"That can be arranged," said a dark voice that came out of nowhere and seemed to shake the very air around them. A pure black pony-pad appeared from out of midair and floated towards Luna. On the screen was another stallion that was a wisp of smoke. Except this one made even Acertium look small, and he had been the size of Celestia. He was sitting on a, what do you know, pure black, steel and iron, throne that seemed to be partially made up of pony bones. On each side of him sat two very important stallions, Starswirl the Bearded and Acertium.

"Luna, how very good it is too see you. I think the last time we met, I was lying on the castle floor, while you watched me get beat up by your mom. Such a pleasant memory. Ah, but for your proof that I am who I say I am, let me show you a picture of Ponyville." On the screen Ponyville appeared. "Now watch Princess." Suddenly out of the top of Sugar Cube Corner came a massive explosion. The fire quickly spread out of control until most of Ponyville was suffering from the blaze. Then, just as fast as it had started, the fire went out. There was no sign that it had even been there. Luna stared at the screen in shock when the voice of Nox came back. "You see my poor sweet niece. I have infinite power. And the fire WILL come back if you don't GET inside the chariot THIS INSTANT!"

Luna, still trying to get over the calamity she had seen, climbed numbly back into the chariot. Commander Hurricane looked at Nox on the screen, who then nodded. With that, a black portal opened up in front of them, and all the ponies were dragged along through it.

When the ponies' eyes got adjusted to the darkness, they realized they were in a dark cave, but completely unlike the one they had seen Nox in. "Oh no," Twilight mumbled.

"Oh yes Twilight, don't you remember these caves? When you were last sent here, it was because you and I had such a wonderful time together. But this time I have extra security. I trust you met Commander Hurricane? Well I'll let you ponies catch up with out other captive, I'm sure she'd love to meet you." And with that a wall was blasted open and everpony could see who was chained to the ground.

"Princess Celestia! Did Nox turn you over to the Changlings too?" Twilight quickly ran over to the princess and blasted away her chains. The princess stood up and stretched, and walked around the room a few times to warm up her muscles.

"Yes Twilight, and I have been here ever since. It seems your quest was doomed no matter what the prophecy said. After all that hard work you ponies put into your voyage it seems you are still back at square one."

"But Princess Cadence and I were able to find a way out. All we have to do is find an old abandoned railroad track."

"As much as I wish it was that easy, Twilight, they put us into more secluded caverns this time. No more mining cart rides."

"The caverns under Canterlot! Wow I always dreamed of throwing a gigantic party here and having a disco ball reflect lights off of all the crystals."

"Yes, well, Pinkie Pie we have more pressing matters than your failed party plans. You see even my power is not powerful to break down the walls of this jail." To underline this point, she gathered up a huge and powerful blast of energy, and shot it straight up. Not even a dent was made on the roof of the cavern. But like Twilight's scream, the noise of the impact kept multiplying. By the time it reached the surface, it had reached the noise and the vibration of a level ten earthquake.

In the cavern the sounds of crashing houses and ponies screams were heard from above. Celestia and Luna looked at each other and immediately tried to teleport out of the cavern. This brought forth no luck whatsoever, and all the ponies looked around desperately for an exit. Suddenly everything above went quiet. And then a massive explosion came from above. An explosion that could only come from something powerful enough to destroy all of the city of Canterlot.


	4. The Ponies Republic

Chapter Four

_Above Ground_

"Fancypants, what happened?" asked basically everypony after the explosion. After they had seen the gigantic bomb in the middle of the city, everypony rushed for the castle for protection. Now they were staring out at their ruined city. Everypony looked towards Fancypants for guidance since he was the richest pony there.

"I'll tell you what has happened. Our PRINCESS has deserted us, a figure who we always thought we could count on during times of struggle! Celestia never could fight a battle, which is why Luna should be and is officially the head chancellor of the New Ponies Republic!"

"Ponies Republic? What is that?" Somepony shouted at him. Everypony was looking around at each other like they were considering this.

"The Ponies Republic is the new Equestrian form of government. For too long we have been under the rule of an alicorn who does not care for our beliefs and can't fight her own battles! This is why the head chancellor of the Ponies Republic shall be voted by the people, and I vote Luna!" Tons of applause greeted him, the ponies had always loved Luna's since of ruling, and Celestia not being there was the fire to ignite them. However, a few ponies were starting to talk to the royal guards about forming an army to stop this new government.

"Grab your weapons!" Fancypants shouted at the crowd. "We can't have any resistors to our government and all of the royal guard is loyal to Celestia!" Another massive cheer came up from the crowd. "ARE WE GOING TO LET ANY RESISTORS STAND"

"NO!"  
"IS LUNA GOINGTO BE IN CHARGE?"  
"YEAH!"  
"SPREAD THE WORD, THIS IS A FULL REVOLT!" A cheer went up that rocked the entire castle. All across Equestria people were watching their televisions, seeing shots of the damage and the uprising. Already ponies were taking sides on which government was better. Ponyville and Cloudsdale sided with Celestia, while Fillydelphia and Manehatten were already full out Ponies Republic supporters. The rest of the country was still trying to figure out what had happened. Canterlot was in full out turmoil, since it was split half and half, and already the royal guard had set up defensive boundaries around the castle. Fancypants' followers had set up a base in the middle of the city, and were already gathering up weapons for the assault on the castle.

_Below Ground_

"Oh man I can't believe this is happening," said Celestia. "Do my people really hate me that much?" Celestia looked at the other ponies that were still looking at the crystal that had magically turned into a TV. Luna was pacing nervously, and kept throwing scared looks at Celestia. It was a well-known fact that when Luna had asked to share power in ruling of Equestria Celestia had snapped. "I mean, Luna is an awesome pony and all, but wasn't I okay? Twilight ANSWER ME!"

"I think you are the most perfect alicorn for the job. But I…" Twilight stopped talking due to the looks she was getting for Celestia. Suddenly a crystal zoomed upwards and a dozen Changlings spilled out.

"Come Luna, your people want to see their new ruler. If you do not come we will overthrow the current government in a much bloodier way." Luna numbly stared at Celestia, as if asking permission. Celestia nodded, in a state of shock that the Changlings and the ponies would work together. Luna walked with the changlings into the opening, and the crystal closed.

"Where are you things taking me?" Luna asked timidly in a scared voice as she and the changlings got into an elevator.

"Why, Nox would like to see you in person before you take control of Equestria." The largest changling answered. Suddenly the doors opened, and there he was in all of his glory. He wasn't a wisp of smoke any more, but a solidified pony. However, he seemed to be not in his full power yet. 'Oh yeah,' Luna thought to herself. 'We still have another six hours before doomsday.' Nox was talking to Fancypants, probably explaining who he was and what he represented. Fancypants was nodding and pointing at a map on the table.

"Luna! How wonderful it is to see you!" Nox exclaimed as he and Fancypants bounded over. "How's my favorite ruler of Equestria doing today?" Luna noticed that on the table was a map of Equestria and all of its cities, marked in either red or blue. There were also little 3-d ponies and creatures on the map, in the different colors.

"I thought you wanted to rule Equestria Nox. So why are you working with Fancypants to put me into power?" Luna was having a hard time taking it all in, all around the room ponies who she thought were loyal to Celestia were talking on how to most effectively gain control of Equestria. When they saw Luna all of them got up and gave her a standing ovation. Luna had to put on a smile. It felt so good to be recognized as a mare that was better than Celestia. She then realized that Nox was staring at her to see how she was taking it all in.

"Luna it was never a fight to take control of all Equestria. It was only a fight to dethrone light, and make the world realize that light isn't better than dark. All my life I have felt like I have been overshadowed, or overlighted, by my sister Lumis, and then I saw how similar your feelings were to mine. So I thought to myself, 'Nox, there not going to accept you. You're too big and scary, besides no one accepts death.' So then I realized that you and I were so similar, and the public accepted you, that I decided to try and put you into power instead of myself." Nox looked at Luna imploringly. "You will be the new ruler of Equestria right? I mean you're so much better than your sister."

Luna looked at him for a long time and realized that he was being sincere. He really didn't like light, and wanted her on the throne as much as he wanted Celestia off of it. Suddenly Luna felt a purpose inside of her, one she had not felt for a thousand years. She completely forgot about her trapped sister and the mane six and was fully on board. "I'll do it. The world is going to know that darkness is better than light, once and for all." And with that massive cheering rocked the cave that was the Ponies Republic's headquarters.

"Come my chancellor," Nox opened the crystal that went to the elevator. "Your people await you."

_Above Ground_

"IT'S LUNA EVERYPONY!" And with that the main square of Canterlot erupted into massive waves of cheering and hoof stomping. "Speech, Speech, Speech!" The ponies chanted. Luna raised her hooves for silence.

"Citizens of Canterlot, welcome to a new era! Gone now will be the days when Celestia looked down upon you. In this new government, ponies will have their say in things; we will elect officials and vote on laws. THE PONIES REPUBLIC SHALL LAST FOREVR!"

_In the Jail Cave_

"Come on Twilight, you can blast through!" shouted Applejack as Twilight, yet again, tried to break down the crystal that led to the elevator. Princess Celestia was of no assistance, as she was curled up watching their television crystal. Just then Luna came out and gave her speech. All motion stopped within the cave.

"No, not Luna too. We really don't need any more enemies right now!" Twilight yelled in frustration. But that was completely minimal compared to the effect that the Princess's words were having on Celestia. She immediately switched from crying to full outrage. She gathered up a huge ball of energy, one twice the size any Twilight could have come up with, and hurled it at the crystal. Even though it was protected by changling magic, it shattered instantly. Celestia charged out, leaving the Mane Six open mouthed. As soon as they got over that they were free, they too charged out into the tunnel.

_In Canterlot Castle_

"Princess thank goodness you're here." Said Shining Armor. "We have managed to hold them off so far, but there still coming. I've heard that amongst their ranks are dead ponies, determined to overthrow you. Cadence has been trying to spread love and kindness to them, but they are resisting, which we both thought was impossible to do."

"Thank you Shining Armor. Can you call everypony in here; I would like to make an announcement." Shining Armor scampered off to call everypony into the throne room. As soon as he was gone the Mane Six came bursting through the doors, with Twilight at the lead looking relieved to see that her brother was okay.

"Princess, we just came from the walls of the castle. It seems Nox and your sister have set up an attack base in the middle of the square. They seem to be not really planning on how to take Canterlot, but more so the other major cities. They already have Fillydelphia and Manehatten. What were still trying to figure out is, where did the bomb that destroyed must of Canterlot come from? Was it from yet another rebellious group?"

The Princess waited for the Throne Room to fill up before answering. "Mares and Stallions, I have called you here today to inform you on the group known as the Ponies Republic. They have apparently joined forces with Luna and the alicorn ruling the Underworld, Nox. The bomb that set this all off is still being investigated, but I ask you to please focus on the task that's on hand, stopping the rebellion. Rotations on guarding the gate will be posted shortly, and I need all my captains and their lieutenants in here with me to talk about strategy. Thank you."

The camera ponies in attendance finished filming her speech and started broadcasting it out to all of Equestria. In the command center Nox finished watching it and grinned. This was going to be more fun than he had expected. "Princess Luna, I believe that we would have most success in this war if we sent some of our troops off to make them think were attacking Cloudsdale." He paused to telepathically tell Discord to start making it rain chocolate milk because good battles were always fought in the storm. "But when Celestia sends most of her troops to protect that city, we attack here in full force." Nox smiled. The 24 hour time was up and his full powers had returned. Celestia was going to pay.


	5. Fight At Appleloosa

Chapter Five

_Canterlot_

"Princess we can't keep this up! The undead warriors keep coming back every time we shoot them down! Nox himself is said to be coming for us! And we can't see a single blasted thing in this rain! On the positive side of things, we aren't getting thirsty due to this high stimulating chocolate milk." Shining Armor finished his report and started to head for his post when Celestia called him back. "Yes, Princess?"

"Prepare the chariots. We are leaving Canterlot. We'll make a straight course for Cloudsdale, our last major city in this war. Maybe we will be enough of a distraction so Twilight and her friends can make it to Appleloosa where they can teleport all the weapons to Cloudsdale. We're going to need some ammo to win this war." With that Celestia, once again, tried to telepathically talk to her sister. The answer was the same. Nothing. It was like Luna had completely shut her brain off. Celestia sighed. The doors of the hall burst open and the Mane Six came bursting in.

"You wanted for us to go away separately from the army?" Twilight asked in shock.

"No Twilight you will still be fighting. In fact you have the most important job of all, getting the Equestrian army their weapons. Remember, you still have a very important job to do, more important than protecting Equestria. Nox will continue to rampage around until he stomps our everyponies light. You need to contact Lumis and Universia to come and defeat him. But now go quickly and get the Elements of Harmony, I have a feeling that you will need them shortly." With that Celestia marched off to the chariots that were being loaded with all of the Royal guard. Twilight and her friends got into a specially marked one, which had painted on its side, "Invisibility Chariot Prototype". Fluttershy and Rainbowdash got hooked into the chariot, while the other ponies loaded into the back. Twilight teleported the Elements of Harmony to herself and then looked towards the Princess. Princess Celestia mouthed, "Good luck." Suddenly the bay doors opened and they were sky borne.

_Ponies Republic Headquarters_

"CANTERLOT HAS FALLEN!" shouted a pony as the chariots left the castle. Instantly everypony started cheering as they got their first victory, but Nox frowned. He walked over to a tech pony and asked, "Where is their present route taking them."

"Cloudsdale."

"Thanks. Alright everypony listen up. We may have won Canterlot, but the Equestrian army is heading to their next major stronghold which is Cloudsdale. Luna, I want you to take the living ponies and go attack them. The undead ponies will remain here, providing a guard if any of Celestia's forces return. Undead ponies listen to Fancypants. He is now your leader. Fancypants and Luna, do you know what to do?"

"Yeah this is going to rock."

"I can't wait to destroy Celestia in combat. But what are you going to be doing Nox?"

"I noticed an invisible chariot heading off in the direction of Appleloosa. It just so happens that Celestia has been building up a private weapon development center there over the past couple years. Without letting the general public know about it. I'm going to go down there and get all the weapons for the Ponies Republic before Celestia's group can. You ponies have fun with your jobs." With that Nox disappeared in a gigantic flash of black light. The chocolate rain stopped. Luna and her group headed off to what they thought was going to be a tough, but sure, victory at Cloudsdale. Fancypants looked at his screen and realized something. He had one weapon at his disposal that nopony could beat. He aimed it at Cloudsdale and fired. It was the same bomb that had destroyed so much of Canterlot. And now it was going straight for the best city in the sky.

_Appleloosa_

"Twilight do something!" screamed Rarity as their chariot plummeted downwards. They had been flying along nicely until a random lightning cloud came out of nowhere. It shot two tendrils of lightning down at Rainbowdash and Fluttershy. They both passed out instantly, and since nothing else was keeping the chariot aloft but there wings, the entire thing fell downwards towards the ground. Twilight concentrated hard and tried to put a levitating spell around the chariot, but the weight and bulk of it was too much for one unicorn. However, the spell did manage to slow the chariot's decent by a ton. It was only a tiny bump when they hit the ground again, but Rainbowdash and Fluttershy face planted.

"So, Twilight, where's this super awesome super spy center the Princess told us about? Because I am the number one spy in Equestria." And with that Pinkie got into her spy outfit, including night vision goggles.

"Pinkie you do realize that we are in the middle of a desert and the sun is still shining right?" Applejack asked in disgust.

"What do you mean the sun is shining? Its pitch black." And then all the other ponies realized it too. The night had come when it was still noon.

"It's Luna. She has brought forth never ending light once again. I hope Celestia can stop her before she does something that she regrets!" Twilight began to walk forward towards the town of Appleloosa when she heard a voice coming from a nearby tree.

"Please say the passcode. Repeat: Please say the Passcode. Bzzzzzzzzzzt!" Pinkie Pie bounded over to the tree and grinned.

"Oldest trick in the book. All we have to do is remove the access panel." Sparks flew everywhere. "And then we have to take this green wire and twist it around this yellow wire, while connecting the purple wire to the blue wire. Then we connect the computer to the red wire and any time now…" A bunch of gibberish appeared on the screen of the computer. Pinkie Pie smiled and started typing in a long string of numbers and letters into the computer, while the other ponies looked on in amazement. Suddenly a four letter word popped up on the screen.

"The password is Luna." Pinkie Pie stated out loud and suddenly from inside the tree as a huge chunk of it swung out wards like a door. She bounced happily downstairs as the other ponies stared in shock looking back and forth between the door and the still smoking control plate.

"Did any pony else no she could do that?" whispered Rainbowdash to the remaining Mane Six ponies.

"No, but I don't feel safe leaving her in the same room with my diary anymore." Rarity whispered back, at which everypony started laughing. They quickly stopped when they heard the scream that was being issued from below.

_Cloudsdale_

"My princess what an honor it is to have you here. We pegasi were all shocked to hear that Fancypants and Lun…"

"Don't say her name."

"Okay, that Fancypants and, the other pony, wanted to break away from your amazing rule and form their own republic." The commanding pegasus looked up at her in respect. "We saw that you were coming so we set up a defensive perimeter around the entire city. Unless the Ponies Republic has the power to create clouds large enough to host their army, I think we have an almost 100 percent chance of withstanding, and then beating their army.

"That's very good, but do you have enough fire power to fight off that?" Celestia pointed out towards a dark rumbling storm cloud, that seemed to be growing every second as more and more pure black chariots poured into it.

_Appleloosa_

"Pinkie! What happened?" Twilight screamed at the mare that was lying in a smoldering heap on the ground. "What hit you?"

"H-h-he did." And with that Nox stepped out of the shadows of the room and started to charge yet another blast of energy. When he fired all the ponies ducked out of the way, and Twilight used the explosion as a distraction from her teleporting all the guns away to Cloudsdale.

"Quick ponies put on your necklaces." All of the Mane Six put on their Element of Harmony, and got into formation. When Nox launched another ball of darkness at them, they activated the Elements sending forth a pillar of rainbow light. It struck Nox, and soon no pony could see a thing because of the intensity of the light. When the dust had cleared, Nox was still standing, and now he looked angrier than ever.

"Alright. Any pony else got any ideas?" Twilight muttered as they huddled behind a toppled over table.

"Yeah, RUN!" And with that the Mane Six burst out from hiding and ran straight for the exit. Twilight turned and fired a pink stream of light at the staircase, a spell she had learned from her brother. A force field automatically popped up in front of it, letting only her and her friends go through. Nox bellowed in rage, and his roar was so loud that the building itself started crumbling from the vibration. Just as the ponies got out the entire research center collapsed in on itself.

"At least we got what we were looking for," said Twilight as she stared at the rubble. "The weapons are safely in Cloudsdale, and we delayed Nox for a while. I doubt any alicorn his size would be able to get out of that mess so quickly." From behind them came a bellowed roar as Nox saw the ponies escaping into the sky. "Let's just hope he doesn't have enough power to call in another lightning strike." But Nox did something much worse than that. He shot a continuous stream of pure black light, or darkness, at the chariot. It struck the back of Twilight and it jolted her with about 15 thousand volts of electricity. She collapsed in the back seat, in a state very close to dead.

_Dreamopolis_

"Huh? Where am I?" Twilight tried to sit up and look around, but the electricity had sapped too much energy.

"Twilight Sparkle. What are you doing here? It is before your time," A kind voice said.


End file.
